Seasons Textiles Ltd. (SEASONSTEXTILES) - Director Report

Company director report

Your Directors have pleasure in presenting their 30th Annual Report alongwith the Audited Accounts for the financial year ended 31st March 2016.

FINANCIAL RESULTS :

The financial results for the year under review are summarized below for your perusal:

(Rs. in Lakhs)

Particulars

Financial Year Ended 31st March 2016

Financial Year Ended 31st March 2015

Total Income

4005.07

3923.90

Expenditure other than Interest and Depreciation

3327.07

3235.31

Interest and Finance charges

351.46

354.44

Depreciation

262.61

263.62

Profit before Tax

63.93

70.53

Provision for Tax including deferred & Earlier Year taxes

1.19

10.23

Profit after Tax

62.74

60.30

REVIEW OF OPERATIONS

The gross revenue of the company during the year stands at Rs. 4005.07 Lacs as againstRs. 3923.90 Lacs in the previous year. The profit before tax during the year stands at Rs.63.93 Lacs as against Rs. 70.53 Lacs. The profit after tax during the year is Rs 62.74Lacs as against Rs 60.30 Lacs in the previous year.

SHARE CAPITAL

The paid up equity capital as on March 31 2016 was Rs.749.03 Lakhs. During the yearunder review the company has not issued shares with differential voting rights nor grantedstock options nor sweat equity.

DIVIDEND

In order to plough back profits for future requirements of the company your Directorsdo not recommend any dividend for the year ended March 31 2016.

LONG TERM AND SHORT TERM BORROWINGS

During the year under review your Company has both long term and short termborrowings aggregating to Rs. 1808.47.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 73 of thecompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

FINANCE

Cash and cash equivalents as at March 31 2016 was Rs. 168.73 lakhs. The companycontinues to focus on judicious management of its working capital Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

INSURANCE

All the insurable interests of your Company including inventories buildings plant andmachinery are adequately insured.

LISTING PARTICULARS

The Equity Shares of the Company are listed on the Bombay Stock Exchange and CulcuttaStock Exchange.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has not given any loans or made any investments covered under theprovisions of section 186 of the Companies Act 2013. As on date there is no CorporateGuarantee existed in the books of the Company.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

DIRECTORS

The members at its Meeting held on September 30 2014 had appointed Mr. KailashChandra Mehra Mr. Bijoya Kumar Behra and Mr. Pramod Kumar Hari as Independent Directorsof the Company for a period of five years and not liable to retire by roatation.

Mr. Inderjeet Singh Wadhwa Chairman Managing Director Mr. Sanjay Katyal ChiefFinancial Officer and Mrs. Kavita Kalita Company Secretary are the Key ManagerialPersons(KMPs) of the Company as per the provisions of the Act.

Mrs. Neelam Wadhwa who retire by rotation at the forthcoming Annual General Meetingand being eligible offers themselves for re-appointment and your Board of Directorsrecommend for the same.

All the directors of the Company have confirmed that they are not disqualified frombeing appointed as director in terms of Section 164 of the Companies Act 2013.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

Remuneration Policy

The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year four Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act2013.Companys policy on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directoretc. is provided in Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the accounting and financial reporting requirements under section134 (3) (c) and 134 (5) of the Companies Act 2013 in respect of financial statementsyour directors state and confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

The Information as per Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Report as "Annexure A".

The report of the Statutory Auditors along with notes to Schedules is enclosed to thisreport. The observations made in the Auditors Report are self-explanatory andtherefore do not call for any further comments.

The Auditors Report does not contain any qualification reservation or adverseremark.

SECRETARIALAUDIT

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s Pramod Kothari & Co. a firm of Company Secretaries in practice toundertake the Secretarial Audit of the Company.

SECRETARIAL AUDITORS REPORT

As required under section 204 (1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report for the Financial Year 2015-16. The Secretarial Audit Report isannexed herewith as "Annexure B". There are no qualifications orobservations or other remarks of the Secretarial Auditors in the Report issued by them forthe financial year 2015-16 which call for any explanation from the Board of Directors.

SIGNIFICANT OR MATERIAL ORDERS

There were no significant and material orders passed by the regulators or courts ortribunals which would impact the going concern status and the Companys operationsin future.

MATERIAL CHANGES

There were no material changes and commitments affecting the financial position of theCompany between the end of financial year and the date of the Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business and that theprovisions of Section 188 of the Companies Act 2013 are not attracted. Thus disclosure inform AOC-2 is not required. Further there are no material related party transactions madeby the Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have potential conflict with the interest of the Company at large. AllRelated Party Transactions are placed before the Audit Committee and Board for approval.The transactions entered into pursuant to the approval so granted are audited and astatement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors for their approval on quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompanys website. None of the Directors has any pecuniary relationship ontransactions vis-a-vis the Company.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Audit plays a key role in providing an assurance to the Board of Directorswith respect to the Company having adequate Internal Control Systems. The Internal ControlSystems provide among other things reasonable assurance of recording the transactions ofits operations in all material respects and of providing protection against significantmisuse or loss of Companys assets. The details about the adequacy of InternalFinancial Controls are provided in the Management Discussion and Analysis Report.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for members of the Board and the SeniorManagement. The Code aims at ensuring consistent standards of conduct and ethical businesspractices across the Company.

Your Company has received confirmations from all concerned regarding their adherence tothe said Code.

As per the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 theManaging Director of the Company confirmed compliance with the Code by all members of theBoard and the Senior Management.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per Sec. 177(9) of the Companies Act 2013 applicable Rules and the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 the company has established avigil mechanism (whistle blower policy) for their directors and employees to report theirgenuine concerns. The vigil mechanism provide for adequate safeguards againstvictimization of persons who avail of the vigil mechanism and also provide for directaccess to the Chairperson of the Audit Committee in accordance with the Companies Act2013 applicable rules and SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details ofthe Risk Management are covered in the Corporate Governance Report.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2015 - 2016 nocomplaints were received by the Company related to sexual harassment.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure C".

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

Your Company follows principles of effective Corporate Governance. The endeavor of yourCompany is not only to comply with regulatory requirements but also to practice CorporateGovernance principles that lay a strong emphasis on integrity transparency and overallaccountability.

A separate Section on Management Discussion & Analysis and Corporate Governance isincluded in the Annual Report. A certificate from the Practicing Company Secretary of yourCompany regarding compliance with Corporate Governance norms stipulated in SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is also annexed to the report onCorporate Governance.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information in accordance with the provisions of section 134(3)(m) of the CompaniesAct 2013 along with rules regarding the conservation of energy technology absorptionand foreign exchange earnings and outgo is annexed to this report. (Annexure"D")

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has madeyour company successful in the business.

CAUTIONARY NOTE

The statements forming part of the Directors Report may contain certain forwardlooking remarks within the meaning of applicable securities laws and regulations. Manyfactors could cause the actual results performances or achievements of the Company to bematerially different from any future results performances or achievements that may beexpressed or implied by such forward looking statements.

For and on behalf of the Board of Directors

Place : New Delhi

(Inderjeet Singh Wadhwa)

Dated : 12th August 2016

Chairman & Managing Director

ANNEXURE A FORMING PART OF DIRECTORS REPORT.

The ratio of the remuneration of each director to the median employeesremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

S.No.

Requirements

Disclosure

1.

The ratio of remuneration of each Director to median remuneration of employees for the financial year

Mr. Inderjeet Singh Wadhwa : 22.41 X

Mrs. Neelam Wadwa : 13.96 X

2.

The Percentage increase in remuneration of each director CFO CS in the financial

Except for salary increase of 5% in case of CFO and 15% in case of CS there was no increase made in the remuneration of any director during the financial year 2015-16.

3.

The Percentage increase in the median remuneration of employees in the financial year

The median remuneration of the employees in financial year 2015- 16 was increased by 16.86%.

4.

The numbers of permanent employees on the rolls of Company

174 as on March 31 2016

5.

The explanation on the relationship between average increase in remuneration and company performance

The increase in remuneration is linked to the performance of the Company as a whole the concerned division the employees and other factors like industry trends and economic environment.

6.

Comparison of the remuneration of the key Managerial Person against the performance of the Company

As per the Companys policy of rewarding the employees including Key Managerial Personnel the increase in remuneration and variable pay is based on an individual performance rating and business unit performance and the bench mark study is also factored. Considering the performance of the KMPs in the year they were appropriately compensated.

7.

Variations in the market capitalization of the Company price earnings ratio as at the closing date of the current FY and previous FY and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer.

The market capitalization as on March 31 2016 was Rs. 4.71 crore and Rs. 2.71 crore as on March 31 2015. Price Earnings ratio of the Company was 7.49 times as at March 31 2016 and was 7.49 times as at March 31 2015. No Public offer was made by the company after the Initial Public Offer dated 11th February 1993.

8.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average percentile increase in the remuneration of employees compared to increase in remuneration of Key Managerial Personnel is in line with bench mark study and the performance of the Company over a period of time. There is no exceptional increase in the Managerial Remuneration.

The average percentile increase in the remuneration of employees compared to increase in remuneration of Key Managerial Personnel is in line with bench mark study and the performance of the Company over a period of time.

There is no exceptional increase in the Managerial Remuneration.

9.

Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company

Remuneration of Key Managerial Personnel is in line with the bench mark study and performance of the Company.

10.

The key parameters for any variable component of remuneration availed by the directors

Depends on the performance parameters set for key managerial personnel as approved by the Compensation Committee of the Board.

11.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

Nil

12.

Affirmation that the remuneration is as per the remuneration policy of the Company